Potent, persuasive and hypnotic, "The Dark Knight Rises"has us at its mercy. A disturbing experience we live through as much as a film we watch, this dazzling conclusion to director Christopher Nolan's Batman trilogy is more than an exceptional superhero movie, it is masterful filmmaking by any standard. So much so that, its considerable 2-hour, 44-minute length notwithstanding, as soon as it's over, all you want to do is see it all over again.

That desire comes despite — or perhaps because of — the fact that "The Dark Knight Rises" might be the bleakest, most despairing superhero film ever made. It uses a wholly terrifying villain to emphasize the physical vulnerability of a hero we sometimes forget is no more than human. And it underscores the black moods and sense of dark destiny that have always clustered around the psyche of billionaire Bruce Wayne and his somber compulsion to fight crime.

Nolan and actor Christian Bale created wonders with this stern character in"Batman Begins" and "The Dark Knight," and the director has said he was determined to make this third film as good as the others.

Sharing the screenwriting credit with his brother Jonathan and story credit with David S. Goyer, Nolan has woven characters and themes from both of his previous Batman films into "Dark Knight Rises." Returning regulars include Michael Caine as loyal retainer Alfred, Morgan Freeman as Wayne Industries executive Lucius Fox, and Gary Oldman as Gotham's ever-conflicted Commissioner Gordon.

New to Gotham, but not to Nolan's films, is a trio of "Inception"stars: Tom Hardy, who put on 30 pounds to play the physically daunting epitome of evil known as Bane; Joseph Gordon-Levitt, who brings welcome texture to the role of the idealistic Gotham cop John Blake; and Marion Cotillard as Miranda Tate, one of the more attractive members of the board of Wayne Industries. With the further addition of Anne Hathaway as Selina Kyle, a slinky second-story operative, this Batman film boasts the most accomplished female acting of the trilogy.

Also, and almost unheard of in a superhero context, "Dark Knight Rises" brings a whiff of contemporary societal trends — or what Nolan has called "the things that worry us these days" — into play. His film coolly mocks the pieties of both the right and the left, starting with a jaundiced look at how law and order-obsessed societies start to rot from the inside when they are based on lies.

The lies that begin "The Dark Knight Rises" are the ones that ended the previous film: that Gotham district attorney Harvey Dent was a crime-fighting hero who inspired the tough-on-crime Dent Act rather than a psychotic vigilante called Two-Face, and that Batman is a heartless thug rather than the hero who saved the city one more time.

Understandably distraught by this turn of events (though they were his own self-sacrificing idea), Bruce Wayne has become a tortured recluse who walks with a limp and is so morose he's grown a goatee. And he's had Wayne Industries table a fusion project that idealistic board member Miranda Tate calls "the world's best chance for a sustainable future."

Batman may be in mothballs, but the evildoers of the world are not idle. In the film's bravura opening moments, we see a death-defying bunch of commandos perform a spectacular mid-air hijacking, rappelling down cables from a massive C-130 Hercules transport plane to take over a smaller CIA aircraft flying below. (This was an actual stunt pulled off in the air above Scotland; Nolan avoids computer effects whenever humanly possible.)

The force of evil behind all this is Bane: "Born in hell, forged from suffering, hardened by pain." A mercenary who exploits the class-warfare rhetoric of returning power to the people for his own nefarious ends, Bane is way scary two times over.

As played by Hardy, who has a flair for roles like this ("Bronson,""Warrior"), Bane intimidates first because of the threatening way he carries his imposing physical bulk. If that wasn't enough, there's his mask.

Covering half his face and making him look like Hannibal Lecter crossed with Darth Vader, Bane's surgically implanted mask supplies pain-killing gas that is essential in managing the agony generated by an old and savage injury. Its size can make what he says a bit hard to understand, but its scare factor is off the charts.

Much less disturbing, but still very dangerous, is the Catwoman-like Selina, a grifter whose morality is as flexible as her body. Hathaway, who has a gift for these troubled, sarcastic roles ("Rachel Getting Married"), handles the part the casually assured way that Selina handles the world. "There's a storm coming, Mr. Wayne," she whispers chillingly in the billionaire's ear. "You and your friends better batten down the hatches, because when it hits, you're all gonna wonder how you ever thought you could live so large and leave so little for the rest of us."

With Gotham facing dire straits, it's incumbent on Batman to rouse himself from his self-inflicted stupor, but the question is not only whether he can do it, but whether he should. In the face of someone as brainy, powerful and out-and-out ferocious as Bane, is he out of his league. The answer, as always with Nolan's films, is far from simple.

The director benefits not only from the recurring presence of his performers but also from his top-flight crew, with repeaters who include cinematographer Wally Pfister, production designers Nathan Crowley and Kevin Kavanaugh, editor Lee Smith and costume designer Lindy Hemming. Also returning is composer Hans Zimmer, whose increasingly insistent, percussive score (he told his orchestra "I'm going to treat you as if you were a primeval drum circle") is essential in driving the film forward.

The close collaboration that this kind of creative familiarity ensures is key to Nolan's ability to make such persuasive, enveloping films, as is the director's passion for all things old school and celluloid. He prefers to do stunts and effects in-camera if possible and works without a second unit director. ("If I don't need to be directing the shots that go into the movie," he told the Directors Guild quarterly magazine, "why do I need to be there at all?") He shot more than an hour of "Dark Knight Rises" on the massive IMAX film negative, which improves the image quality even for those watching only in 35 mm.

The impressive success of "The Dark Knight Rises" pleasantly confounds our notions as to where great filmmaking is to be found in today's world. To have a director this gifted turning his ability and attention to such an unapologetically commercial project is beyond heartening in an age in which the promise of film as a popular art is tarnished almost beyond recognition. Wouldn't it be nice if the Academy of Motion Picture Arts and Sciences, which snubbed the trilogy's first two films in the best picture race, finally got the message?